EXHIBIT 99.1

OPERATING AGREEMENT dated July 21, 2005 of ALLIANCE AGE LLC, a limited liability
company to be formed in Delaware (the "Company"), and its two members: ALLIANCE
DISTRIBUTORS HOLDING INC. ("Alliance"), a Delaware corporation, and AGE INC.
("Age"), a Delaware corporation.

      1.    Formation, Ownership, Etc.

            a.    The sole members of the Company are Alliance and Age.

            b.    The members will promptly file a Delaware LLC Certificate of
                  Organization for the Company.

            c.    The offices of the Company shall be located c/o the offices of
                  Alliance.

            d.    Ownership interests in the Company shall be represented by
                  membership units.

            e.    Alliance shall be issued 65 units and Age shall be issued 35
                  units.

            f.    Alliance shall be deemed to have made a $65 in capital
                  contributions to date and Age shall be deemed to have made a
                  $35 in capital contributions to date. Except as set forth
                  elsewhere in this Agreement, no member is required to make any
                  other capital contributions. Capital accounts shall not accrue
                  interest.

            g.    Neither member is personally liable for debts or other
                  obligations of the Company.

      2.    Business of the Company; Products, Etc.

            a.    The business of the Company is to develop and commercialize
                  Age conceptualized products ("products") that will be listed
                  in a Schedule A that may be agreed to by the members.

            b.    The Company shall have sole and exclusive ownership rights to
                  the products.

      3.    Responsibilities of Age and Alliance

            a.    Subject to the supervision and control of the Board of
                  Managers and the officers of the Company

                  i.    Age shall be responsible for product conceptualization
                        and product development, design and expansion of product
                        line extensions, sourcing third party manufacturers for
                        products, coordination with licensing firms, package and
                        collateral print support for production, and marketing
                        input and direction to support Alliance's sales efforts.

                  ii.   Alliance will be responsible for efforts to sell
                        completed products, obtaining purchase orders and
                        financing of all shipments and inventory, marketing
                        plans, financing of purchase orders, the collection of
                        receivables, and overseeing production of products with
                        assistance from AGE.

            b.    Neither member guarantees that its efforts to fulfill the
                  mentioned responsibilities will be successful.

      4.    The Board of Managers may at any time terminate development and
            marketing of any one or more products, in which case the Company
            will sell its interest in the Product to the member that offers to
            the Company the highest cash up-front price therefore or a mutually
            agreeable third party license which the party with the controlling
            interest will have pre-approved by both groups. It is further agreed
            that such approval not to be unreasonable withheld.

      5.    Fees and Reimbursements:

            a.    Alliance shall pay to Age a $4,000 monthly retainer fee
                  ("Monthly Fee") on the first day of each month commencing
                  August 2005, provided, that no fee shall be payable for any
                  month beginning with January 2006 if the Board of Managers
                  determines that no products are then proceeding towards
                  completion at a proper pace. The Company shall credit these
                  fee payments to the capital account of Alliance.

            b.    Neither member shall be reimbursed for any expenses, except
                  that Alliance shall reimburse Age for cash payments that are
                  pre-approved by the Board of Managers and that Age makes to
                  unaffiliated third parties on behalf of the Company.

            c.    The Company shall credit to the capital account of Alliance
                  any reimbursements that Alliance makes to Age, and any cash
                  payments that Alliance makes to unaffiliated third parties on
                  behalf of the Company.

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      6.    Management

            a.    The management of the Company, including the determination of
                  whether and when to make distributions, shall be by a Board of
                  Managers and by officers elected by the Board of Managers.
                  Officers shall the authority that commonly appertains to their
                  respective offices.

            b.    The Board of Managers shall be composed of three Managers.
                  Each Manager shall serve until such time as he or she resigns,
                  retires, dies or is replaced (by notice to the Company) by the
                  member that appointed such Manager.

            c.    Alliance shall appoint two Managers and Age shall appoint one
                  Manager.

            d.    The initial managers are Jay Gelman and David Devor who were
                  appointed by Alliance, and John Gentile who was appointed by
                  Age. The initial officers are Jay Gelman, CEO; Barbara Ras,
                  CFO; and John Gentile (CTO).

            e.    No action may be taken at a meeting of the Board of Managers
                  unless all Managers are present, in person or by telephone.
                  Any action to be taken by the Board of Managers shall require
                  affirmative votes from at least a majority of Managers present
                  in person or by telephone at a valid meeting.

            f.    Any action to be taken by the Board of Managers may be taken
                  without a meeting if consents in writing setting forth the
                  action to be taken are signed by all of the Managers.

      7.    No member may sell or pledge its interest in the Company without the
            written approval of the other.

      8.    The Board of Managers shall have the right to admit new members to
            the Company. Upon the introduction of each new member to the
            Company, this Agreement shall be deemed amended to reflect the
            number of units issued to such new member and the other terms and
            conditions pursuant to which such new member has been admitted to
            the Company.

      9.    Distributions shall first be allocated among the members to reduce
            and then eliminate discrepancies in the members' respective capital
            accounts per each unit they then own, and then in accordance with
            their units.

      10.   Non-Compete; Confidentiality

            a.    Neither member shall directly or indirectly (through its
                  affiliates or otherwise) compete with any aspect of the
                  Business or any Product or hire any person who is or was at
                  any time an employee of the Company, until the end of the 12th
                  month after such member is no longer a member.

            b.    This covenant shall be enforceable by decrees of specific
                  performance as well as by such other remedies as shall be
                  available, without requiring the posting of bond or any other
                  security.

            c.    Each member shall while it is a member and at all times
                  afterwards maintain the confidentiality of the Company's
                  confidential information and trade secrets, including without
                  limitation the terms and provisions of this agreement. If a
                  person ceases to be a member, he shall forthwith return to the
                  Company all copies of all confidential information in his
                  possession or control.

      11.   The Company shall be dissolved and liquidated as required under law
            or when determined by the Board of Managers.

      12.   The Company shall maintain a capital account for each member in
            accordance with the rules in ss. 1.704-1(b)(2)(iv) of the U.S.
            Treasury Department Regulations (the "Regulations"), or any
            successor rules. Capital accounts shall not accrue interest. Except
            for any special allocations needed to comply with ss. 704(b) and
            704(c) of the Internal Revenue Code of 1986, as amended, (the
            "Code") profits and losses shall be allocated among the members in
            accordance with their ownership units.

      13.   In the event any member unexpectedly receives any adjustments,
            allocations, or distributions described in ss.
            1.704-1(b)(2)(ii)(d)(4), 1.704-1 (b)(2)(ii)(d)(5), or 1.704-1
            (b)(2)(ii)(d)(6) of the Regulations (or any successor rules) that
            would create an Adjusted Capital Account Deficit for such member,
            items of Company income and gain shall be specially allocated to
            each such member in an amount and manner sufficient to eliminate, to
            the extent required by the Regulations, the Adjusted Capital Account
            Deficit of such member as quickly as possible, provided that an
            allocation pursuant to this section shall be made if and only to the
            extent that such member would have an Adjusted Capital Account
            Deficit after all other allocations provided for in this Agreement
            have been tentatively made as if this section were not in the
            Agreement. For this purpose, the term "Adjusted Capital Account
            Deficit" means, with respect to any member, the deficit balance, if
            any, in the member's Capital Account as of the end of the relevant
            fiscal year, after giving effect to the following adjustments (i)
            increasing the Capital Account by any amounts that the member is
            obligated to restore or is deemed to be obligated to restore
            pursuant to Treas. Reg. Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1)
            and 1.704-2(i)(5); and (ii) reducing the Capital Account by the
            items described in Treas. Reg. Sections 1.704-1(b)(2)(ii)(d)(4), (5)
            and (6). The foregoing definition of Adjusted Capital Account
            Deficit is intended to comply with the provisions of Treas. Reg.
            Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
            therewith.

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      14.   Fiscal Matters; Books and Records

            a.    Tax Elections.The Company shall make the following elections
                  on the appropriate tax returns:

                  i.    to adopt the calendar year as the Company's fiscal year,
                        if permitted by the Code;

                  ii.   if a distribution of Company property as described in
                        Section 734 of the Code occurs or if a transfer of any
                        membership Unit as described in Section 743 of the Code
                        occurs, on written request of any member, to elect,
                        pursuant to Section 754 of the Code, to adjust the basis
                        of Company properties;

                  iii.  to elect to amortize the organizational expenses of the
                        Company ratably over a period of 60 months as permitted
                        by Section 709(b) of the Code; and

                  iv.   any other election that are appropriate and in the best
                        interests of the members.

            b.    Neither the Company nor any member may make an election for
                  the Company to be excluded from the application of the
                  provisions of subchapter K of chapter 1 of subtitle A of the
                  Code or any similar provisions of applicable state law.

            c.    Jay Gelman shall be the "tax matters partner" (the "Tax
                  Matters member") of the Company pursuant to Section 6231(a)(7)
                  of the Code. Such Tax Matters member shall take such action as
                  may be necessary to cause each other member to become a
                  "notice partner" within the meaning of Section 6223 of the
                  Code. Such member may not take any action contemplated by
                  Sections 6222 through 6232 of the Code without the consent of
                  all members but this sentence does not authorize such member
                  to take any action left to the determination of an individual
                  member under Sections 6222 through 6232 of the Code.

      15.   This agreement shall be governed in accordance with the internal
            laws of the state of New York. This Agreement shall be enforceable
            by decrees of specific performance (without posting bond or other
            security) and by such other remedies as shall be available. All
            disputes hereunder shall be resolved exclusively by the state and
            federal courts in New York City. Service of process shall be
            effective when served as provided by law or by recognized courier.
            This Agreement sets forth all agreements of the parties, and may not
            be changed or terminated orally.

IN WITNESS WHEREOF, the undersigned have signed this Agreement as of the date
set forth above.


ALLIANCE DISTRIBUTORS HOLDING INC.


By
   -------------------------


AGE INC.


By
   -------------------------


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